(b) Lessor and any assignee of Lessor may assign this Lease, or any part hereof and/or the
Aircraft to any person or entity so long as (A) (x) such person or entity or its affiliates is
either not operating in the same line of business as Lessee or (y) such person or entity is a
financial institution or an insurance company having a tangible net worth at least equal to
$50,000,000 and (B) such person or entity is not in material litigation with Lessee as disclosed in
Guarantor’s most recent public filings on Form 10-Q or Form 10-K, as the case may be (and/or any
filing on Form 8-K filed after the date of such most recent Form 10-Q or Form 10-K, as the case may
be). Lessee hereby waives and agrees not to assert against any such assignee, or assignee’s
assigns, any defense, set-off, recoupment claim or counterclaim which Lessee has or may at any time
have against Lessor for any reason whatsoever. Lessee agrees that if Lessee receives written
notice of an assignment from Lessor, Lessee will pay all rent and all other amounts payable under
this Lease to such assignee or as instructed by Lessor. Lessee also agrees to confirm in writing
receipt of the notice of assignment as may be reasonably requested by assignee and shall cooperate
with Lessor and any such assignee in delivering to such assignee a certificate of insurance
reflecting assignee as loss payee and additional insured.